STOCK-BASED COMPENSATION

IDACORP has two share-based compensation plans -- the 2000 Long-Term Incentive and Compensation Plan (LTICP) and the 1994 Restricted Stock Plan (RSP). These plans are intended to align employee and shareholder objectives related to IDACORP’s long-term growth.

The LTICP (for officers, key employees, and directors) permits the grant of stock options, restricted stock, performance shares, and several other types of stock-based awards. The RSP (for officers and key employees) permits only the grant of restricted stock or performance-based restricted stock. At December 31, 2015, the maximum number of shares available under the LTICP and RSP were 1,043,542 and 15,796, respectively, excluding (i) issued but unvested performance-based restricted shares and (ii) issued but unvested time-based restricted shares.

Stock Awards: Restricted stock awards have three-year vesting periods and entitle the recipients to dividends and voting rights. Unvested shares are restricted as to disposition and subject to forfeiture under certain circumstances. The fair value of these awards is based on the closing market price of common stock on the grant date and is charged to compensation expense over the vesting period, based on the number of shares expected to vest.

Performance-based restricted stock awards have three-year vesting periods and entitle the recipients to voting rights. Unvested shares are restricted as to disposition, subject to forfeiture under certain circumstances, and subject to the attainment of specific performance conditions over the three-year vesting period. The performance conditions are two equally-weighted metrics, cumulative earnings per share (CEPS) and total shareholder return (TSR) relative to a peer group. Depending on the level of attainment of the performance conditions and the year issued, the final number of shares awarded can range from zero to 150 percent of the target award for awards granted prior to 2015 and from zero to 200 percent of the target award for awards granted in 2015. Dividends are accrued during the vesting period and paid out based on the final number of shares awarded.

The grant-date fair value of the CEPS portion is based on the closing market value at the date of grant, reduced by the loss in time-value of the estimated future dividend payments. The fair value of this portion of the awards is charged to compensation expense over the requisite service period, based on the number of shares expected to vest. The grant-date fair value of the TSR portion is estimated using the market value at the date of grant and a statistical model that incorporates the probability of meeting performance targets based on historical returns relative to the peer group. The fair value of this portion of the awards is charged to compensation expense over the requisite service period, provided the requisite service period is rendered, regardless of the level of TSR metric attained.

A summary of restricted stock and performance share activity is presented below. Idaho Power share amounts represent the portion of IDACORP amounts related to Idaho Power employees:



	IDACORP				Idaho Power
	Number of Shares		Weighted-Average Grant Date Fair Value		Number of Shares		Weighted-Average Grant Date Fair Value
Nonvested shares at January 1, 2015	255,073		$	43.90	250,396		$	43.91
Shares granted	116,781		54.01		115,863		54.05
Shares forfeited	(10,904	)	55.32		(10,413	)	55.63
Shares vested	(130,130	)	36.91		(127,056	)	36.84
Nonvested shares at December 31, 2015	230,820		$	52.41	228,790		$	52.44

The total fair value of shares vested during the years ended December 31, 2015, 2014, and 2013 was $8.3 million, $6.6 million, and $5.0 million, respectively. At December 31, 2015, IDACORP had $4.7 million of total unrecognized compensation cost related to nonvested share-based compensation that was expected to vest. Idaho Power’s share of this amount was $4.7 million. These costs are expected to be recognized over a weighted-average period of 1.68 years. IDACORP uses original issue and/or treasury shares for these awards.

In 2015, a total of 15,324 shares were awarded to directors at a grant date fair value of $62.62 per share. Directors elected to defer receipt of 3,831 of these shares, which are being held as deferred stock units with dividend equivalents reinvested in additional stock units.

Compensation Expense: The following table shows the compensation cost recognized in income and the tax benefits resulting from these plans, as well as the amounts allocated to Idaho Power for those costs associated with Idaho Power’s employees (in thousands of dollars):



	IDACORP						Idaho Power
	2015		2014		2013		2015		2014		2013
Compensation cost	$	5,299	$	5,609	$	4,888	$	5,221	$	5,458	$	4,783
Income tax benefit	2,072		2,193		1,911		2,042		2,134		1,870

No equity compensation costs have been capitalized.